MERRILL LYNCH INTERNATIONAL EQUITY FUND
N-30D, 1994-01-27
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MERRILL
LYNCH
INTERNATIONAL
EQUITY FUND

Semi-Annual Report  November 30, 1993

This report is not authorized for use as an offer of sale
or a solicitation of an offer to buy shares of the Fund
unless accompanied or preceded by the Fund's current
prospectus. Past performance results shown in this report should
not be considered a representation of future performance.
Investment return and principal value of shares will fluctuate so
that shares, when redeemed, may be worth more or less than their
original cost.

Merrill Lynch
International Equity Fund
Box 9011
Princeton, NJ
08543-9011

MERRILL LYNCH INTERNATIONAL EQUITY FUND

International Stock Market Performance

Total Return in US Dollars* of the Fund's Top Ten Country
Positions for the Four-Month Period Ended November 30, 1993

Source: Financial Times--Actuaries Index.
[FN]
*For the four-month period ended November 30, 1993,
total investment return for the Financial Times--Actuaries World
(Ex-US) Index was -4.29%.

GRAPHIC MATERIAL APPEARS HERE.  SEE APPENDIX: ITEM 1.


DEAR SHAREHOLDER

Welcome to Merrill Lynch International Equity Fund. In this and
future reports to shareholders, we will review the Fund's
performance and describe our investment strategies for the period
under review. The Fund seeks capital appreciation and,
secondarily, income by investing in a diversified portfolio of
equity securities of issuers located in countries other than the
United States, and was designed for investors seeking to
complement their US holdings through foreign equity investments.
<PAGE>
The Fund commenced operations on July 30, 1993 with net assets of
$131.0 million. By November month-end, the Fund's net assets had
risen to $509.0 million. Since inception through November 30, the
total returns for Class A and Class B Shares were +3.10% and
+2.90%, respectively, compared to a decline of 4.3% in the
unmanaged Financial Times--Actuaries (FT-A) World (Ex-US) Index.
(For complete performance information, including aggregate total
returns, see page 4 of this report to shareholders.)

Portfolio Matters
Although international equity markets are generally expensive by
most valuation measures, we maintain a positive investment
outlook. Falling global consumer price inflation will continue to
encourage easy monetary policies and buoyant liquidity
conditions. We anticipate continued stock market volatility as
the tension between high valuations and abundant liquidity
intensifies. As a result, we may increase the Fund's cash
reserves somewhat as we look for opportunities to invest during
stock market setbacks. However, since the Fund's inception, our
primary focus has been to fully invest the Fund's assets in
international equities. At the end of November the Fund's cash
reserves accounted for approximately 10% of net assets, with the
balance invested in non-US stocks. The portfolio is overweighted
relative to the FT-A World (Ex-US) Index in Europe and, by
country, in Germany (7.2% of net assets at the end of November),
Switzerland (7.1%) and the Netherlands (5.4%). We are also over-
weighted in Hong Kong (8.5%) and Mexico (6.1%). At the end of
November, the Fund also had large holdings in the United Kingdom
(12.5%) and Japan (22.9%). Strategically, our policy objectives
are to overweight emerging stock markets and to significantly
hedge the Fund's Japanese and European currency exposures back
into US dollars.

Pacific Basin Investments
Although the Fund's exposure to the Japanese stock market is
significant, the portfolio is substantially underweighted in
Japan and overweighted in the Hong Kong and Australian stock
markets. The Japanese stock market declined approximately 16%
since the Fund's inception through November month-end, reflecting
the combined impact of poor corporate earnings, continued
economic deflation and apparent political indecision. We are now
gradually building our exposure to Japanese equities, since we
believe that monetary policy will ease further and many companies
have begun to restructure. As we have mentioned, our yen exposure
is largely hedged back into US dollars.
<PAGE>
The Hong Kong stock market has risen by over 30% since July,
benefiting from US inflows, buoyant domestic liquidity and
improving perceptions of relative value. Despite likely ongoing
political uncertainty and a shift toward tighter monetary policy,
we believe that the Hong Kong stock market's long-term prospects
are outstanding. We have also added to positions in Australia and
New Zealand, two markets which are likely to benefit from a
continued economic recovery. Valuations in these stock markets
remain attractive relative to much of Southeast Asia.

European Investments
The Fund has established significant exposure to European stocks
that we believe will benefit from lower European interest rates
and a stronger US dollar. We have also invested in companies that
have aggressively engaged in corporate restructurings. The
combined impact of these factors and strong US liquidity inflows
have led to significant outperformance of the German, Swiss and
Dutch stock markets, all of which are up over 10% in the last
five months. We expect to retain overweighted positions in these
key stock markets since we expect further interest rate cuts and
US dollar strength. More recently we have gained significant
additional exposure to Belgium and Ireland, where valuations
remain attractive. Prior to the budget announcement we increased
the Fund's exposure to the United Kingdom, purchasing several
stocks likely to benefit both from the consumer and cyclical
recoveries.

During the period under review, we took advantage of US dollar
weakness to substantially hedge against the risk of declining
European currencies relative to the US dollar. With the exception
of the pound sterling and the lira, we retain a strategic bias
toward the US dollar relative to European currencies.

Latin American Investments
The Fund has a significant exposure to the Mexican stock market.
Improving inflation and a gradual lowering of interest rates
combined with attractive valuations suggest ongoing strong equity
performance. For the four months ended November 30, Mexican
equity prices rose by 29%. Following the passage of the North
American Free Trade Agreement by the US Congress, we believe that
positive long-term prospects will attract continued liquidity
inflows into Mexican stocks. Elsewhere in Latin America we have
established core holdings in Argentina and Brazil, and we expect
that the Fund's investments in the region will increase further
in 1994.

In Conclusion
In our view, the global economic recovery will continue to be
muted and consumer price inflation pressures subdued. Outside of
the dollar-bloc countries and the People's Republic of China,
monetary policy is likely to ease further; interest rate cuts
will likely support share prices. We believe that the best
opportunities lie ahead in Europe and Latin America. In addition,
we plan to accumulate investments in Japan on further weakness.
<PAGE>
We thank you for your investment in Merrill Lynch International
Equity Fund, and we look forward to serving your financial needs
in the months and years ahead.

Sincerely,

(Arthur Zeikel)
Arthur Zeikel
President

(Andrew John Bascand)
Andrew John Bascand
Vice President
Senior Portfolio Manager/Asset Allocator

(Adrian C. Holmes)
Adrian C. Holmes
Co-Portfolio Manager--European Investments

(Grace Pineda)
Grace Pineda
Co-Portfolio Manager--Emerging Markets Investments

(Stephen I. Silverman)
Stephen I. Silverman
Co-Portfolio Manager--Pacific Basin Investments

January 4, 1994


PERFORMANCE DATA

None of the past results shown should be considered a representation of future
performance. Investment return and principal value of shares will fluctuate so
that shares, when redeemed, may be worth more or less than their original cost.
<TABLE>
Recent Performance Results*
<CAPTION>
                                                                                                       Since Inception     3 Month
                                                                   11/30/93    8/31/93    7/30/93**        % Change        % Change
<S>                                                                 <C>        <C>        <C>               <C>             <C>
ML International Equity Fund Class A Shares                         $10.31     $10.26     $10.00            +3.10%          +0.49%
ML International Equity Fund Class B Shares                          10.29      10.26      10.00            +2.90           +0.29
ML International Equity Fund Class A Shares--Total Return                                                   +3.10           +0.49
ML International Equity Fund Class B Shares--Total Return                                                   +2.90           +0.29
Financial Times--Actuaries World (Ex-US) Index++--Total Return                                              -4.29           -8.60

<FN>
*Investment results shown for the 3-month and since inception
periods are before the deduction of any sales charges.
**Commencement of Operations.
++An unmanaged capitalization-weighted index comprised of over
1,800 companies in 24 countries, excluding the United States.
</TABLE>
<PAGE>
Aggregate Total Return
                                   % Return Without    % Return With
                                     Sales Charge      Sales Charge**
Class A Shares*
Inception (7/30/93)
through 9/30/93                         +1.30%            -5.28%

[FN]
*Maximum sales charge is 6.5%.
**Assuming maximum sales charge.

                                   % Return Without    % Return With
                                         CDSC               CDSC**
Class B Shares*
Inception (7/30/93)
through 9/30/93                         +1.20%            -2.80%

[FN]
*Maximum contingent deferred sales charge is 4% and is reduced
to 0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.

<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                                                                                                              Value      Percent of
Industries            Shares Held   Stocks, Bonds, Warrants & Rights                          Cost          (Note 1a)    Net Assets
<S>                     <C>         <S>                                                   <C>              <C>               <C>
LATIN AMERICA
Argentina
Banking                    109,425  Banco de Galicia y Buenos Aires S.A. (ADR)(a)         $  2,983,033     $  3,446,888       0.7%

                                    Total Investments in Argentinean Stocks                  2,983,033        3,446,888       0.7

Brazil
Telecommunications      12,669,200  +++Telecomunicacoes Brasileiras S.A.--Telebras
                                    PN (Preferred)                                             476,480          443,478       0.1
                            75,100  Telecomunicacoes Brasileiras S.A.--Telebras PN
                                    (Preferred)(ADR)(a)                                      2,478,840        2,712,612       0.5
                                                                                          ------------     ------------     -----
                                                                                             2,955,320        3,156,090       0.6

                                    Total Investments in Brazilian Stocks                    2,955,320        3,156,090       0.6

Chile
Building & Construction     55,000  Maderas y Sinteticos S.A. (MASISA)(Sponsored)(ADR)(a)      977,412        1,093,125       0.2

                                    Total Investments in Chilean Stocks                        977,412        1,093,125       0.2
<PAGE>
Mexico
Banking                     14,700  +++Grupo Financiero Bancomer, S.A. de C.V. (ADR)(a)        499,800          518,175       0.1
                           350,000  Grupo Financiero Bancomer, S.A. de C.V. 'B'                499,822          462,829       0.1
                           104,700  +++Servicios Financieros Quadrum, S.A. de C.V.
                                    (ADR)(a)                                                 1,982,811        2,552,063       0.5
                                                                                          ------------     ------------     -----
                                                                                             2,982,433        3,533,067       0.7

Beverages                  298,000  Fomento Economico Mexicano, S.A. de C.V. (Femsa)         1,671,325        1,788,000       0.4
                           386,000  +++Fomento Economico Mexicano, S.A. de C.V.
                                    (Femsa)(Class B)(ADR)(a)                                 2,097,877        2,334,301       0.5
                                                                                          ------------     ------------     -----
                                                                                             3,769,202        4,122,301       0.9

Building &
Construction               196,000  Cementos Mexicanos, S.A. de C.V. Nom 'B' (Cemex)         4,025,545        5,107,821       1.0
                           130,000  Grupo Tribasa, S.A. de C.V. (ADR)(a)                     2,015,000        3,185,000       0.6
                                                                                          ------------     ------------     -----
                                                                                             6,040,545        8,292,821       1.6

Diversified                563,000  ++Grupo Carso, S.A. de C.V., Series A                    4,112,559        4,975,391       1.0

Leisure                     23,000  +++Grupo Posadas, S.A. de C.V. (GDS)(b)                    374,750          368,000       0.1

Retail Stores              921,000  Cifra, S.A. de C.V. (Class C)                            2,498,768        2,554,620       0.5

Telecommunications         116,100  Telefonos de Mexico, S.A. de C.V. (Telmex) (ADR)(a)      6,437,231        6,472,575       1.3

                                    Total Investments in Mexican Stocks                     26,215,488       30,318,775       6.1

Panama
Beverages                    3,200  PanAmerican Beverages Inc. (Class A)                        81,600          116,400       0.0

                                    Total Investments in Panamanian Stocks                      81,600          116,400       0.0

Venezuela
Foods                      300,000  Mavesa S.A. (Ordinary)                                     137,354          133,617       0.0

                                    Total Investments in Venezuelan Stocks                     137,354          133,617       0.0

                                    Total Investments in Latin America                      33,350,207       38,264,895       7.6
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                                                                                              Value      Percent of
Industries            Shares Held   Stocks, Bonds, Warrants & Rights                          Cost          (Note 1a)    Net Assets
<S>                      <C>        <S>                                                   <C>              <C>               <C>
PACIFIC BASIN
Australia
Engineering &
Construction             1,870,000  Australia National Industries, Ltd. (Ordinary)        $  2,382,622     $  2,318,538       0.5%

Food & Beverage            891,200  Burns Philp & Co. Ltd. (Ordinary)                        2,617,203        2,439,148       0.5
                           524,819  Coca-Cola Amatil, Ltd. (Ordinary)                        3,141,532        3,253,510       0.6
                                                                                          ------------     ------------     -----
                                                                                             5,758,735        5,692,658       1.1

Insurance                1,155,958  GIO Australia Holdings Ltd.                              2,249,104        2,294,686       0.4

Property                   346,000  Lend Lease Corp.                                         4,026,608        3,984,145       0.8

Utilities--Gas             495,967  The Australian Gas Light Co. (Ordinary)                  1,243,557        1,520,970       0.3

                                    Total Investments in Australian Stocks                  15,660,626       15,810,997       3.1

Hong Kong
Automobiles              2,912,000  Denway Investment (Ordinary)                               668,321          791,663       0.2

Banking                  2,000,000  J.C.G. Holdings                                          1,299,303        1,592,336       0.3
                         3,068,000  Winton Holdings                                          1,174,524        1,141,886       0.2
                                                                                          ------------     ------------     -----
                                                                                             2,473,827        2,734,222       0.5

Diversified              1,980,000  Citic Pacific Ltd. (Ordinary)                            5,086,910        5,177,811       1.0

Foods                    4,925,000  C.P. Pokphand Co., Ltd. (Ordinary)                       1,492,616        1,992,443       0.4

Miscellaneous               30,827  Consolidated Electric Power Ltd. (Ordinary)                 49,885           49,885       0.0

Property                 2,588,000  Hang Lung Development Co., Ltd. (Ordinary)               4,128,204        4,657,026       0.9
                         4,100,000  Hopewell Holdings, Ltd.                                  3,529,887        4,697,391       0.9
                                                                                          ------------     ------------     -----
                                                                                             7,658,091        9,354,417       1.8

Publishing               2,050,000  Oriental Press Holdings (Ordinary)                         954,980        1,552,528       0.3

Real Estate              5,300,000  Sun Hung Kai Properties, Ltd. (Ordinary)                 2,987,728        3,121,885       0.6

Telecommunications       2,638,000  Hong Kong Telecommunications Ltd. (Ordinary)             4,492,512        5,020,208       1.0
<PAGE>
Utilities                1,830,000  The Hong Kong & China Gas Co. (Ordinary)                 3,963,130        4,548,644       0.9

Utilities--Electric      1,551,600  China Light & Power Co., Ltd. (Ordinary)                 7,552,276        9,139,465       1.8

                                    Total Investments in Hong Kong Stocks                   37,380,276       43,483,171       8.5

Japan
Automobiles                643,000  Suzuki Motor Co. (Ordinary)                              5,629,757        5,671,444       1.1

Beverages                   92,000  Chukyo Coca-Cola Bottling Co., Ltd. (Ordinary)           1,310,757        1,031,239       0.2
                           106,000  Hokkaido Coca-Cola Bottling Co., Ltd. (Ordinary)         1,754,547        1,548,512       0.3
                           102,000  Kinki Coca-Cola Bottling Co., Ltd. (Ordinary)            1,893,379        1,686,880       0.3
                           109,000  Mikuni Coca-Cola Bottling Co., Ltd.                      2,058,813        1,812,661       0.4
                           111,000  Sanyo Coca-Cola Bottling Co., Ltd.                       1,874,646        1,519,570       0.3
                                                                                          ------------     ------------     -----
                                                                                             8,892,142        7,598,862       1.5

Capital Goods            1,044,000  Mitsubishi Heavy Industries, Ltd.                        6,829,751        5,745,645       1.1

Consumer Electronics       514,000  Matsushita Electric Industrial Co., Ltd.                 6,884,671        6,422,639       1.3
                            23,900  Nintendo Co., Ltd.                                       2,225,083        1,394,386       0.3
                                                                                          ------------     ------------     -----
                                                                                             9,109,754        7,817,025       1.6

Electric Construction      145,000  Chudenko Corp. (Ordinary)                                5,515,540        5,009,188       1.0
                           319,000  Sanki Engineering Co., Ltd.                              4,654,758        3,487,780       0.7
                           170,000  Taihei Dengyo Kaisha, Ltd.                               4,212,638        3,639,287       0.7
                                                                                          ------------     ------------     -----
                                                                                            14,382,936       12,136,255       2.4

Electrical Equipment       164,000  Murata Manufacturing Co., Ltd.                           5,306,131        5,273,796       1.0
                           478,000  Sumitomo Electric Industries Ltd.                        5,975,862        5,006,615       1.0
                           280,000  The Nippon Signal Co., Ltd.                              4,194,965        3,344,359       0.7
                                                                                          ------------     ------------     -----
                                                                                            15,476,958       13,624,770       2.7

Iron & Steel               150,000  Maruichi Steel Tube, Ltd. (Ordinary)                     2,867,531        2,466,924       0.5

Office Equipment           502,000  Canon, Inc. (Ordinary)                                   6,830,982        6,318,817       1.2

Packaging                  270,000  Toyo Seikan Kaisha, Ltd. (Ordinary)                      7,945,683        6,772,326       1.3

Pharmaceutical             233,000  Sankyo Co., Ltd. (Ordinary)                              6,209,166        5,116,409       1.0
                           210,000  Taisho Pharmaceutical Co., Ltd. (Ordinary)               4,328,178        3,897,464       0.8
                                                                                          ------------     ------------     -----
                                                                                            10,537,344        9,013,873       1.8

Photography                187,000  Fuji Photo Film Co., Ltd.                                4,608,001        3,882,947       0.8

Property & Casualty        833,000  Dai-Tokyo Fire & Marine Insurance Co., Ltd.              6,527,106        5,663,543       1.1
<PAGE>
Insurance                  684,000  Fuji Fire & Marine Insurance Co., Ltd.                   4,786,714        3,896,362       0.8
                           836,000  Koa Fire & Marine Insurance Co., Ltd.                    5,976,357        4,762,220       0.9
                           970,000  Nichido Fire & Marine Insurance Co., Ltd.                7,697,403        5,721,610       1.1
                           377,000  Sumitomo Marine & Fire Insurance Co., Ltd.               3,374,142        2,944,230       0.6
                           614,000  Tokio Marine & Fire Insurance Co., Ltd.                  7,728,106        6,261,852       1.2
                                                                                          ------------     ------------     -----
                                                                                            36,089,828       29,249,817       5.7

Retail Sales               126,000  Ito-Yokado Co., Ltd. (Ordinary)                          5,941,895        6,100,882       1.2

                                    Total Investments in Japanese Stocks                   135,142,562      116,399,587      22.9

Malaysia
Leisure                    157,000  Genting BHD                                              1,450,561        1,657,608       0.3
                           700,000  Magnum Corp. BHD                                         1,427,440        1,669,730       0.3
                                                                                          ------------     ------------     -----
                                                                                             2,878,001        3,327,338       0.6

Steel                    1,032,000  Maruichi Malaysia Steel Tube BHD                         2,616,958        2,219,528       0.4

Telecommunications         243,000  Telekom Malaysia BHD                                     1,586,715        1,824,424       0.4
                           118,000  Uniphone Telecommunications BHD                            462,197          595,237       0.1
                                                                                          ------------     ------------     -----
                                                                                             2,048,912        2,419,661       0.5

                                    Total Investments in Malaysian Stocks                    7,543,871        7,966,527       1.5

New Zealand
Telecommunications          60,000  Telecom Corporation of New Zealand (Class C)(ADR)(a)     2,698 682        2,565,000       0.5

                                    Total Investments in New Zealand Stocks                  2,698,682        2,565,000       0.5

Singapore
Banking                    315,000  United Overseas Bank Ltd. (Foreign Registered)           2,262,524        2,540,005       0.5

                                    Total Investments in Singaporean Stocks                  2,262,524        2,540,005       0.5

Thailand
Banking                    369,100  Bangkok Bank Co., Ltd. (Foreign Registered)              2,591,948        2,959,764       0.6

                                    Total Investments in Thai Stocks                         2,591,948        2,959,764       0.6

                                    Total Investments in the Pacific Basin                 203,280,489      191,725,051      37.6
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                                                                                              Value      Percent of
Industries            Shares Held   Stocks, Bonds, Warrants & Rights                          Cost          (Note 1a)    Net Assets
<S>                      <C>        <S>                                                   <C>              <C>               <C>
SOUTHEAST ASIA
India
Insurance                   48,200  Grasim Industries Limited (ADR)(a)                    $    815,815     $    855,550       0.2%

                                    Total Investments in Indian Stocks                         815,815          855,550       0.2

                                    Total Investments in Southeast Asia                        815,815          855,550       0.2

WESTERN EUROPE
Austria
Utilities                   13,629  Energie-Versorgung Niederoesterreich AG                  1,340,508        1,633,041       0.3
                            24,555  Verbund Oesterreichische Elekrizitats AG                 1,362,079        1,438,547       0.3
                                                                                          ------------     ------------     -----
                                                                                             2,702,587        3,071,588       0.6

                                    Total Investments in Austrian Stocks                     2,702,587        3,071,588       0.6

Belgium
Banking                      8,100  Generale de Banque S.A. (Ordinary)                       1,978,003        2,008,264       0.4

Chemicals                    3,200  Solvay Group (Ordinary)                                  1,240,133        1,260,606       0.2

Foods                       34,000  GIB Group (Bearer)                                       1,200,598        1,256,970       0.2

Metal & Mining              19,801  Union Miniere N.V.                                       1,306,574        1,232,790       0.2
                             5,177  Union Miniere N.V. (Warrants)(c)                                 0           32,089       0.0
                                                                                          ------------     ------------     -----
                                                                                             1,306,574        1,264,879       0.2

                                    Total Investments in Belgian Stocks                      5,725,308        5,790,719       1.0

Denmark
Banking                      7,360  Den Danske Bank AF (Ordinary)                              375,263          401,066       0.1

                                    Total Investments in Danish Stocks                         375,263          401,066       0.1
Finland
Paper &
Forest Products            306,500  Enso-Gutzeit OY                                          1,987,636        1,954,471       0.4
                            43,900  ++Metsa Serla OY                                         1,721,368        1,693,179       0.3
                           107,900  Repola OY S                                              1,627,001        1,672,037       0.3
                                                                                          ------------     ------------     -----
                                                                                             5,336,005        5,319,687       1.0

                                    Total Investments in Finnish Stocks                      5,336,005        5,319,687       1.0

France
Automobiles                 19,750  Peugeot S.A.                                             2,314,748        2,339,976       0.5
<PAGE>
Banking                     23,720  Compagnie Financiere de Paribas                          2,018,937        1,838,915       0.4
                            35,300  Compagnie Financiere de Suez (Ordinary)                  2,018,337        2,016,803       0.4
                            19,000  Societe Generale de Surveillance S.A.
                                    (Class A)(Ordinary)                                      2,052,425        2,251,117       0.4
                                                                                          ------------     ------------     -----
                                                                                             6,089,699        6,106,835       1.2

Chemicals                   37,800  Rhone-Poulenc S.A.                                         933,807          946,035       0.2

Consumer--
Miscellaneous               21,000  Christian Dior S.A.                                      1,296,657        1,164,406       0.2

Media/Publishing            29,000  Matra Hachette (Ordinary)                                  719,726          684,250       0.1

Oil--Related                28,000  Societe Nationale Elf Aquitaine (Ordinary)               2,046,602        1,928,171       0.4

Petroleum                   40,500  Total S.A. (Class B)                                     2,047,886        2,059,299       0.4

Retail Trade                17,150  Pinault Printemps S.A.                                   2,053,184        2,384,554       0.5

                                    Total Investments in French Stocks                      17,502,309       17,613,526       3.5

Germany
Automobiles                  2,202  Bayerische Motorenwerke AG (BMW)(Bearer)                   722,839          783,127       0.2
                             5,529  Daimler-Benz AG                                          2,432,057        2,303,857       0.5
                            16,242  Volkswagen AG (Preferred Warrants)(c)                    1,411,388        1,396,744       0.3
                             3,815  Volkswagen AG (Preferred)                                  711,409          733,996       0.1
                                                                                          ------------     ------------     -----
                                                                                             5,277,693        5,217,724       1.1

Banking                     11,867  Deutsche Bank AG (Ordinary)                              5,773,552        5,860,162       1.1

Building &
Construction                   954  Hochtief AG                                                614,240          570,108       0.1

Chemicals                   15,212  BASF AG (Ordinary)                                       2,448,022        2,403,482       0.5
                            20,996  Bayer AG (Ordinary)                                      3,801,567        4,039,576       0.8
                                                                                          ------------     ------------     -----
                                                                                             6,249,589        6,443,058       1.3

Health &
Personal Care                6,314  Schering AG                                              3,628,348        3,895,449       0.8

Insurance                    3,650  Allianz AG Holding (Warrants)(c)                           140,309          220,251       0.0

Machinery                   68,200  Kloeckner Werke AG                                       3,365,767        4,111,404       0.8 
                            10,000  Man AG (Ordinary)                                        1,946,489        2,139,692       0.4
                            12,976  Mannesmann AG (Ordinary)                                 2,320,918        2,805,213       0.5
                                                                                          ------------     ------------     -----
                                                                                             7,633,174        9,056,309       1.7
<PAGE>
Metal & Mining              15,360  Thyssen AG (Ordinary)                                    1,933,747        2,126,866       0.4

Utilities                   10,106  Veba Vereinigte Elektrizitaets & Bergwerks
                                    AG (Ordinary)                                            2,415,178        2,686,174       0.5
                            15,000  Veba (Warrants)(c)                                         850,851        1,206,856       0.2
                                                                                          ------------     ------------     -----
                                                                                             3,266,029        3,893,030       0.7

                                    Total Investments in German Stocks & Warrants           34,516,681       37,282,957       7.2

Greece
Beverages                   29,810  Hellenic Bottling Company                                  792,760          824,351       0.2

                                    Total Investments in Greek Stocks                          792,760          824,351       0.2

Ireland
Banking                    498,000  Bank of Ireland (Ordinary)                               1,939,145        2,028,149       0.4

Building &
Construction               610,000  CRH PLC (Ordinary)                                       2,870,247        2,982,854       0.6

                                    Total Investments in Irish Stocks                        4,809,392        5,011,003       1.0

Italy
Diversified              2,969,500  Compagnie Industrial Riunite S.p.A. (CIR)                2,777,436        2,455,749       0.5

Paper & Forest
Products                   235,550  Cartiere Burgo S.p.A. (Ordinary)                         1,148,584        1,241,189       0.2

Telecommunications       2,032,280  STET, Di Risp (Non Conv.)                                4,123,619        3,355,404       0.7

Utilities--Gas             147,200  Italgas (Sud) S.p.A.                                       412,771          389,546       0.1

                                    Total Investments in Italian Stocks                      8,462,410        7,441,888       1.5

Netherlands
Banking                     60,250  ABN Amro Bank (Ordinary)                                 2,030,533        2,187,604       0.4

Beverages                    8,504  Heineken Holdings (Class A)                                705,797          782,984       0.2
                             9,000  Heineken N.V.                                              949,291          935,393       0.2
                                                                                          ------------     ------------     -----
                                                                                             1,655,088        1,718,377       0.4

Chemicals                   32,500  Akzo N.V. (Ordinary)                                     3,030,063        3,007,569       0.6
                            32,600  Dutch State Mining N.V. (Ordinary)                       1,695,186        1,702,580       0.3
                                                                                          ------------     ------------     -----
                                                                                             4,725,249        4,710,149       0.9
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                                                                                                              Value      Percent of
Industries            Shares Held   Stocks, Bonds, Warrants & Rights                          Cost          (Note 1a)    Net Assets
<S>                      <C>        <S>                                                   <C>              <C>              <C>
WESTERN EUROPE (concluded)
Netherlands (concluded)
Insurance                   79,282  AEGON N.V. (Ordinary)                                 $  3,874,041     $  4,185,977       0.8%
                            89,840  Amev N.V. (Ordinary)                                     3,571,667        3,962,980       0.8
                            91,197  Internationale Nederlanden Groep N.V.                    3,491,374        3,994,375       0.8
                                                                                          ------------     ------------     -----
                                                                                            10,937,082       12,143,332       2.4

Paper & Forest Products    130,477  Koninklijke KNP                                          2,479,390        2,714,877       0.5

Retail Trade                 5,888  De Boer Winkelbedr N.V.                                    221,972          220,524       0.0

Transportation             192,180  KLM Royal Dutch Airlines                                 3,769,039        4,218,683       0.8

                                    Total Investments in Dutch Stocks                       25,818,353       27,913,546       5.4

Portugal
Building &
Construction                37,800  Sociedade de Construsoes Soares Da Costa S.A.              976,555          838,923       0.2

                                    Total Investments in Portuguese Stocks                     976,555          838,923       0.2

Spain
Banking                     16,920  Banco Popular Espanol (Ordinary)                         1,907,099        1,849,705       0.4

Oil--Related               112,640  Repsol S.A. (Ordinary)                                   3,018,225        3,166,426       0.6

Real Estate                 21,160  Vallehermoso Espanola S.A.                                 304,926          346,984       0.1
                             3,527  Vallehermoso Espanola S.A. (New)                            43,543           57,836       0.0
                                                                                          ------------     ------------     -----
                                                                                               348,469          404,820       0.1

Telecommunications         328,940  Telefonica Nacional de Espana S.A. (Ordinary)            3,958,662        3,922,902       0.8

Utilities                  343,000  Fuerzas Electricas de Cataluna, FECSA (Class A)          1,940,025        1,960,070       0.4

                                    Total Investments in Spanish Stocks                     11,172,480       11,303,923       2.3

Sweden
Building Related           115,600  ++Svedala Industry                                       2,053,238        1,830,735       0.4

Metal & Mining             240,460  ++Trelleborg AB (Class B)                                1,658,348        1,847,222       0.4
<PAGE>
Pharmaceutical--
Prescription               151,750  Astra 'A' Fria                                           3,179,941        2,995,078       0.6

                                    Total Investments in Swedish Stocks                      6,891,527        6,673,035       1.4

Switzerland
Banking                      7,633  Swiss Bank Corp. (Bearer)                                2,488,783        2,442,560       0.5

Building Materials           3,341  Holderbank Financiere Glarus AG (Bearer)                 1,836,580        1,870,960       0.4

Chemicals                    3,862  Ciba-Geigy AG (Registered)                               1,855,786        2,013,389       0.4

Electrical Equipment         9,076  BBC Brown Boveri & Cie                                   5,672,958        6,093,021       1.2
                             1,638  Landis & Gyr AG (Registered)                               634,312          720,720       0.1
                                                                                          ------------     ------------     -----
                                                                                             6,307,270        6,813,741       1.3

Food & Beverage              4,928  Nestle AG (Registered)                                   3,555,996        3,807,701       0.7

Health &
Personal Care                1,535  Roche Holding Genusschein AG                             5,598,050        6,155,350       1.2
                             2,392  Sandoz AG (Registered)                                   5,509,003        5,772,693       1.1
                                                                                          ------------     ------------     -----
                                                                                            11,107,053       11,928,043       2.3

Insurance                      495  Baloise Holding Insurance                                  645,450          838,200       0.2
                             7,861  Winterthur (Registered)                                  3,480,329        4,066,757       0.8
                                                                                          ------------     ------------     -----
                                                                                             4,125,779        4,904,957       1.0

Machinery                    1,568  Sulzer Gebrueder AG (Registered)                           803,207          794,453       0.2

Metal & Mining               4,762  Alusuisse-Lonza Holdings (Registered)                    1,714,589        1,707,971       0.3

                                    Total Investments in Swiss Stocks                       33,795,043       36,283,775       7.1

Turkey
Banking--
International            3,300,000  Yapi Kredi Bankasi A.S. (Ordinary)                       1,012,571        1,360,341       0.3

                                    Total Investments in Turkish Stocks                      1,012,571        1,360,341       0.3

United Kingdom
Aerospace                1,233,000  Rolls Royce PLC (Ordinary)                               2,762,128        3,159,106       0.6

Airlines                   572,400  British Airways PLC (Ordinary)                           3,011,250        3,560,442       0.7

Banking                    403,000  Barclays Bank, Ltd. (Ordinary)                           3,111,286        3,485,563       0.7
                           464,700  National Westminister Bank PLC (Ordinary)                3,521,709        3,833,389       0.8
                                                                                          ------------     ------------     -----
                                                                                             6,632,995        7,318,952       1.5
<PAGE>
Beverages                  793,000  Grand Metropolitan PLC (Ordinary)                        4,963,397        4,803,431       0.9

Building Materials         999,250  Tarmac PLC (Ordinary)                                    2,248,643        2,101,443       0.4

Consumer--Goods            127,500  Vendome Luxury Group (Units)                               700,055          598,583       0.1

Diversified                660,000  BTR PLC (Warrants)(c)                                    1,298,259        1,231,600       0.2

Electrical Equipment       628,000  General Electric Co., Ltd. PLC (Ordinary)                3,321,592        3,101,777       0.6

Electronics                368,000  Chubb Security Group (Ordinary)                          2,021,481        1,986,554       0.4

Foods                      243,000  Argyll Group PLC (Ordinary)                                983,292        1,000,475       0.2
                           666,000  Tesco PLC (Ordinary)                                     1,954,253        1,952,965       0.4
                                                                                          ------------     ------------     -----
                                                                                             2,937,545        2,953,440       0.6

Food & Beverage            290,000  Tate & Lyle PLC (Ordinary)                               1,703,824        1,743,729       0.3

Insurance                  456,300  Commercial Union Assurance Co. PLC (Ordinary)            4,365,810        4,098,608       0.8

Leisure &
Entertainment              243,500  The Rank Organisation PLC (Ordinary)                     2,814,188        3,164,471       0.6
                           220,600  Thorn EMI (Ordinary)                                     3,274,626        3,082,496       0.6
                                                                                          ------------     ------------     -----
                                                                                             6,088,814        6,246,967       1.2

Media/Publishing           481,500  Pearson PLC (Ordinary)                                   3,865,846        4,303,568       0.8
                         1,170,000  WPP Group PLC                                            1,724,335        1,533,501       0.3
                                                                                          ------------     ------------     -----
                                                                                             5,590,181        5,837,069       1.1

Oil--Related               552,000  British Petroleum Co., Ltd.                              2,603,346        2,726,403       0.5

Retail Trade               318,000  Boots Co. PLC (Ordinary)                                 2,310,051        2,536,109       0.5
                           350,000  Dixons Group PLC (Ordinary)                              1,294,125        1,394,362       0.3
                         2,031,600  Sears PLC                                                3,599,242        3,565,428       0.7
                                                                                          ------------     ------------     -----
                                                                                             7,203,418        7,495,899       1.5

Telecommunications         291,500  British Telecommunications PLC (Ordinary)                1,998,497        2,033,361       0.4

Utilities--Gas             730,000  British Gas PLC (Ordinary)                               3,521,282        3,529,889       0.7

                                    Total Investments in United Kingdom Stocks
                                    & Warrants                                              62,972,517       64,527,253      12.5

                                    Total Investments in Western Europe                    222,861,761      231,657,581      45.3
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded)
<CAPTION>
                                                                                                              Value      Percent of
                      Face Amount   Short-Term Securities                                     Cost          (Note 1a)    Net Assets
<S>                    <C>          <S>                                                   <C>              <C>              <C>
Commercial Paper*      $10,321,000  General Electric Capital Corp., 3.20% due 12/01/1993  $ 10,321,000     $ 10,321,000       2.0%

                                    Total Investments in Commercial Paper                   10,321,000       10,321,000       2.0


US Government &         15,000,000  Federal Home Loan Bank, 3.01% due 12/13/1993            14,984,950       14,984,950       2.9
Agency Obligations      10,000,000  Federal Home Loan Mortgage Corp., 3.04%
                                    due 12/06/1993                                           9,995,778        9,995,778       2.0
                                    Federal National Mortgage Association:
                        10,000,000    3.02% due 12/21/1993                                   9,983,222        9,982,330       2.0
                         4,000,000    3.16% due 1/04/1994                                    3,988,062        3,988,062       0.8

                                    Total Investments in US Government &                    38,952,012       38,951,120       7.7
                                    Agency Obligations

                                    Total Investments in Short-Term Securities              49,273,012       49,272,120       9.7

Total Investments                                                                         $509,581,284      511,775,197     100.4
                                                                                          ============
Put Options Purchased (Cost--$549,000)**                                                                        184,030       0.0
Call Options Written (Premiums Received--$425,750)***                                                          (605,410)     (0.1)
Unrealized Appreciation on Forward Foreign Exchange Contracts++++                                             1,395,792       0.3
Variation Margin on Stock Index Futures Contracts+++++                                                          105,892       0.0
Liabilities in Excess of Other Assets                                                                        (2,882,861)     (0.6)
                                                                                                           ------------     -----
Net Assets                                                                                                 $509,972,640     100.0%
                                                                                                           ============     =====

<FN>
(a)American Depositary Receipt (ADR).
(b)Global Depositary Shares (GDS).
(c)Warrants entitle the Fund to purchase a predetermined number of shares
of common stock. The purchase price and number of shares are subject to
adjustment under certain conditions until the expiration date.
*Commercial Paper is traded on a discount basis; the interest rates shown
are the discount rates paid at the time of purchase by the Fund.
**Put options purchased as of November 30, 1993 are as follows:
<PAGE>
Par Value                                                            Value
Subject                                                              (Notes
to Put                     Issue                        Cost        1a & 1d)

$ 7,000,000    Ffr currency put option, strike
               price 5.84, expiring 1/12/94           $ 24,150     $  19,180
 13,000,000    DM currency put option, strike
               price 1.675, expiring 1/12/94           100,750        70,590
 50,000,000    Yen currency put option, strike
               price 103.60, expiring 1/12/94          392,500        82,500
  8,000,000    Nlg currency put option, strike
               price 1.885, expiring 1/12/94            31,600        11,760

Total Put Options Written                             $549,000     $ 184,030
                                                      ========     =========

***Call options written as of November 30, 1993 are as follows:

Par Value                                                            Value
Subject                                                              (Notes
to Call                    Issue                        Cost        1a & 1d)

$13,000,000    DM currency call option,
               strike price 1.774, expiring
               1/12/94                                $100,750     $  52,910
 50,000,000    Yen currency call option, strike
               price 109.50, expiring 1/12/94          325,000       552,500

Total Call Options Written                            $425,750     $(605,410)
                                                      ========     =========

See Notes to Financial Statements.

++Non-income producing securities.
++++Forward foreign exchange contracts as of November 30, 1993 are as follows:
<PAGE>
                                                      Unrealized
Foreign                          Expiration          Appreciation
Currency Sold                       Date              (Note 1c)

A$       10,450,701             January 1994          $    6,326
Bef      48,239,100             January 1994               7,744
Chf      14,279,772             January 1994              53,676
DM       16,887,000            December 1993             166,146
DM       32,996,928             January 1994             138,446
Dkr       1,493,052             January 1994               1,321
Pta     745,950,500             January 1994              90,876
Fim      16,606,018             January 1994              22,615
Frf      77,584,430             January 1994              65,037
Nlg      11,377,200            December 1993              87,816
Nlg      15,696,954             January 1994              48,304
Yen  11,143,590,000             January 1994             696,338
Skr       8,491,676             January 1994              11,147

Total (US Commitment--$181,020,000)                   $1,395,792
                                                      ----------
Total Unrealized Appreciation on
Forward Foreign Exchange Contracts                    $1,395,792
                                                      ==========

+++Restricted securities as to resale. The value of the Fund's investment in
restricted securities was approximately $8,485,000, representing 1.66% of
net assets.
                                         Acquisition                   Value
Issue                                       Date         Cost        (Note 1a)

Fomento Economico Mexicano S.A.
  de C.V. (Femsa)(Class B)(ADR)            8/13/93    $2,097,877    $2,334,301
Grupo Financiero Bancomer, S.A. de
  C.V. (ADR)                               8/13/93       499,800       518,175
Grupo Posadas S.A. de C. V. (GDS)         10/26/93       374,750       368,000
Servicios Financieros Quadrum,
  S.A. de C.V. (ADR)                       9/15/93     1,982,811     2,552,063
Telecomunicacoes Brasileiras, S.A.--
  Telebras PN (Preferred)(ADR)             8/25/93     2,478,840     2,712,612

Total                                                 $7,434,078    $8,485,151
                                                      ==========    ==========

+++++Stock index futures contracts as of November 30, 1993 were as follows:

Number of                                            Expiration        Value
Contracts                            Issue              Date         (Note 1e)

150                                Nikkei 225          3/11/94      $11,414,691

Total Stock Index Futures Contracts
(Total Contract Price--$11,308,799)                                 $11,414,691
                                                                    ===========
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
<CAPTION>
                   As of November 30, 1993
<S>                <S>                                                                             <C>               <C>
Assets:            Investments, at value (identified cost--$509,581,284) (Note 1a)                                   $511,775,197
                   Variation margin on stock index futures contracts (Note 1e & 5)                                        105,892
                   Put options purchased, at value (cost--$549,000) (Notes 1a & 1d)                                       184,030
                   Unrealized appreciation on forward foreign exchange contracts (Note 1e)                              1,395,792
                   Foreign cash (Note 1c)                                                                               7,703,024
                   Cash                                                                                                   113,690
                   Receivables:
                     Capital shares sold                                                           $  8,484,189
                     Securities sold                                                                  8,089,144
                     Dividends                                                                          575,193        17,148,526
                                                                                                   ------------
                   Deferred organization expenses (Note 1h)                                                                68,350
                   Prepaid registration fees and other assets (Note 1h)                                                    64,600
                                                                                                                     ------------
                   Total assets                                                                                       538,559,101
                                                                                                                     ------------

Liabilities:       Call options written, at value (premiums received--$425,750) (Notes 1a & 1d)                           605,410
                   Payables:
                     Securities purchased                                                            25,960,304
                     Capital shares redeemed                                                            595,532
                     Distributor (Note 2)                                                               356,335
                     Investment adviser (Note 2)                                                        321,370        27,233,541
                                                                                                   ------------
                   Accrued expenses and other liabilities                                                                 747,510
                                                                                                                     ------------
                   Total liabilities                                                                                   28,586,461
                                                                                                                     ------------

Net Assets:        Net assets                                                                                        $509,972,640
                                                                                                                     ============

Net Assets         Class A Shares of beneficial interest, $0.10 par value, unlimited number of
Consist of:        shares authorized                                                                                 $  1,080,513
                   Class B Shares of beneficial interest, $0.10 par value, unlimited number of
                   shares authorized                                                                                    3,872,793
                   Paid-in capital in excess of par                                                                   499,807,624
                   Accumulated investment loss--net                                                                      (441,018)
                   Undistributed realized capital gains on investments and foreign currency
                   transactions--net                                                                                    2,518,301
                   Unrealized appreciation on investments and foreign currency transactions--net                        3,134,427
                                                                                                                     ------------
                   Net assets                                                                                        $509,972,640
                                                                                                                     ============

Net Asset Value:   Class A--Based on net assets of $111,454,110 and 10,805,129 shares of
                   beneficial interest outstanding                                                                   $      10.31
                                                                                                                     ============
                   Class B--Based on net assets of $398,518,530 and 38,727,929 shares of
                   beneficial interest outstanding                                                                   $      10.29
                                                                                                                     ============

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF OPERATIONS

<CAPTION>
                                                                                                                    For the Period
                                                                                                                    July 30, 1993++
                                                                                                              to November 30, 1993
<S>                   <S>                                                                          <C>               <C>
Investment            Dividends (net of $140,660 foreign withholding tax)                                            $  1,244,092
Income                Interest and discount earned                                                                        772,879
Notes (1f & 1g):                                                                                                     ------------
                      Total income                                                                                      2,016,971
                                                                                                                     ------------

Expenses:             Distribution fees--Class B (Note 2)                                                                 926,816
                      Investment advisory fees (Note 2)                                                                   910,109
                      Custodian fees                                                                                      305,805
                      Transfer agent fees--Class B (Note 2)                                                               102,182
                      Maintenance fees--Class A (Note 2)                                                                   71,666
                      Registration fees (Note 1h)                                                                          53,529
                      Printing and shareholder reports                                                                     27,030
                      Transfer agent fees--Class A (Note 2)                                                                25,342
                      Accounting services (Note 2)                                                                         16,960
                      Trustees' fees and expenses                                                                           7,950
                      Professional fees                                                                                     5,830
                      Amortization of organization expenses (Note 1h)                                                       3,180
                      Other                                                                                                 1,590
                                                                                                                     ------------
                      Total expenses                                                                                    2,457,989
                                                                                                                     ------------
                      Investment loss--net                                                                               (441,018)
                                                                                                                     ------------

Realized and          Realized gain from:
Unrealized Gain on      Investments--net                                                           $    132,201
Investments &           Foreign currency transactions                                                 2,386,100         2,518,301
Foreign Currency                                                                                   ------------
Transactions--Net     Unrealized appreciation on:
(Notes 1c, 1g & 3):     Investments--net                                                              2,299,805
                        Foreign currency transactions                                                   834,622         3,134,427
                                                                                                   ------------      ------------
                      Net realized and unrealized gain on investments and foreign currency
                      transactions                                                                                      5,652,728
                                                                                                                     ------------
                      Net Increase in Net Assets Resulting from Operations                                           $  5,211,710
                                                                                                                     ============

<FN>
++Commencement of Operations.

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                                                    For the Period
                                                                                                                     July 30,1993++
                      Increase (Decrease) in Net Assets:                                                      to November 30, 1993
<S>                   <S>                                                                                            <C>
Operations:           Investment loss--net                                                                           $   (441,018)
                      Realized gain on investments and foreign currency transactions--net                               2,518,301
                      Unrealized appreciation on investments and foreign currency transactions--net                     3,134,427
                                                                                                                     ------------
                      Net increase in net assets resulting from operations                                              5,211,710
                                                                                                                     ------------
Beneficial Interest   Net increase in net assets derived from beneficial interest transactions                        504,660,930
Transactions                                                                                                         ------------
(Note 4):

Net Assets:           Total increase in net assets                                                                    509,872,640
                      Beginning of period                                                                                 100,000
                                                                                                                     ------------
                      End of period*                                                                                 $509,972,640
                                                                                                                     ============

<FN>
                      *Accumulated investment loss--net                                                              $   (441,018)
                                                                                                                     ============
++Commencement of Operations.

See Notes to Financial Statements.
</TABLE>

<TABLE>
FINANCIAL HIGHLIGHTS

                                                                                                      Class A          Class B
                      The following per share data and ratios have been derived from              For the Period   For the Period
                      information provided in the financial statements.                              July 30,         July 30,
                                                                                                    1993++ to        1993++ to
                      Increase (Decrease) in Net Asset Value:                                     Nov. 30, 1993    Nov. 30, 1993(1)
<S>                   <S>                                                                          <C>               <C>
Per Share             Net asset value, beginning of period                                         $      10.00      $     10.00
Operating                                                                                          ------------      -----------
Performance:            Investment income (loss)--net                                                       .01             (.01)
                        Realized and unrealized gain on investments and foreign currency
                        transactions--net                                                                   .30              .30
                                                                                                   ------------      -----------
                        Total from investment operations                                                    .31              .29
                                                                                                   ------------      -----------
                      Net asset value, end of period                                               $      10.31      $     10.29
                                                                                                   ============      ===========

Total Investment      Based on net asset value per share                                                  3.10%+++         2.90%+++
Return:**                                                                                          ============      ===========

<PAGE>
Ratios to             Expenses, excluding account maintenance and distribution fees                       1.19%*           1.21%*
Average                                                                                            ============      ===========
Net Assets:           Expenses                                                                            1.44%*           2.21%*
                                                                                                   ============      ===========
                      Investment income (loss)--net                                                        .26%*           (.56)%*
                                                                                                   ============      ===========

Supplemental          Net assets, end of period (in thousands)                                     $    111,454      $   398,519
Data:                                                                                              ============      ===========
                      Portfolio turnover                                                                 17.31%           17.31%
                                                                                                   ============      ===========

<FN>
(1)Based on average shares outstanding during the period.
++Commencement of Operations.
+++Aggregate total investment return.
*Annualized.
**Total investment returns exclude the effects of sales loads.

See Notes to Financial Statements.
</TABLE>


NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies:
Merrill Lynch International Equity Fund (the "Fund") is registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The shares of the Fund are divided into Class A Shares
and Class B Shares. Class A Shares are sold with a front-end sales charge.
Class B Shares may be subject to a contingent deferred sales charge. Both
classes of shares have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that Class A Shares bear
the expenses of the ongoing account maintenance fee and except that Class B
Shares bear certain expenses related to the distribution of such shares and
have exclusive voting rights with respect to matters relating to such
distribution expenditures. The following is a summary of significant
accounting policies followed by the Fund.
<PAGE>
(a) Valuation of investments--Portfolio securities which are traded on
stock exchanges are valued at the last sale price on the principal market
on which such securities are traded, as of the close of business on the day
the securities are being valued or, lacking any sales, at the last available
bid price. Securities traded in the over-the-counter market are valued at
the last available bid price in the over-the-counter market prior to the
time of valuation. In cases where securities are traded on more than one
exchange, the securities are valued on the exchange designated by or under
the authority of the Board of Trustees as the primary market. Short-term
securities are valued at amortized cost, which approximates market value.

Options written by the Fund are valued at the last asked price in the case
of exchange-traded options or, in the case of options traded in the over-
the-counter market, the average of the last asked price as obtained from
one or more dealers. Options purchased by the Fund are valued at their
last bid price in the case of exchange-traded options or, in the case of
options traded in the over-the-counter market, the average of the last bid
price as obtained from two or more dealers, unless there is only one dealer,
in which case that dealer's price is used. 

Securities and assets for which market quotations are not readily available 
are valued at fair value as determined in good faith by or under the direction
of the Board of Trustees of the Fund.

(b) Repurchase agreements--The Fund invests in US Government securities
pursuant to repurchase agreements with a member bank of the Federal Reserve
System or a primary dealer in US Government securities. Under such
agreements, the bank or primary dealer agrees to repurchase the security at
a mutually agreed upon time and price. The Fund takes possession of the
underlying securities, marks to market such securities and, if necessary,
receives additions to such securities daily to ensure that the contract is
fully collateralized.

(c) Foreign currency transactions--Transactions denominated in foreign
currencies are recorded at the exchange rate prevailing when recognized.
Assets and liabilities denominated in foreign currencies are valued at the
exchange rate at the end of the period. Foreign currency transactions are
the result of settling (realized) or valuing (unrealized) such transactions
expressed in foreign currencies into US dollars. Realized and unrealized
gains or losses from investments include the effects of foreign exchange
rates on investments.

The Fund is authorized to enter into forward foreign exchange contracts
as a hedge against either specific transactions or portfolio positions.
Such contracts are not entered on the Fund's records. However, the effect
on operations is recorded from the date the Fund enters into such contracts.
Premium or discount is amortized over the life of the contracts.
<PAGE>
(d) Options--The Fund can write covered call options and purchase put
options. When the Fund writes an option, an amount equal to the premium
received by the Fund is reflected as an asset and an equivalent liability.
The amount of the liability is subsequently marked to market to reflect
the current value of the option written.

When a security is sold through an exercise of an option, the related
premium received (or paid) is deducted from (or added to) the basis of
the security sold. When an option expires (or the Fund enters into a
closing transaction), the Fund realizes a gain or loss on the option to
the extent of the premiums received or paid (or gain or loss to the extent
the cost of the closing transaction exceeds the premium paid or received).

Written and purchased options are non-income producing investments.

(e) Futures contracts--The Fund may purchase or sell futures contracts
and options on such futures contracts. Upon entering into a contract, the
Fund deposits and maintains as collateral such initial margin as required
by the exchange on which the transaction is effected. Pursuant to the
contract, the Fund agrees to receive from or pay to the broker an amount
of cash equal to the daily fluctuation in value of the contract. Such
receipts or payments are known as variation margin and are recorded by
the Fund as unrealized gains or losses. When the contract is closed, the
Fund records a realized gain or loss equal to the difference between
the value of the contract at the time it was opened and the value at
the time it was closed.

(f) Income taxes--It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies
and to distribute substantially all of its taxable income to its shareholders.
Therefore, no Federal income tax provision is required. Under the applicable
foreign tax law, a withholding tax may be imposed on interest, dividends,
and capital gains at various rates.

(g) Security transactions and investment income--Security transactions are
recorded on the dates the transactions are entered into (the trade dates).
Dividend income is recorded on the ex-dividend dates except that if the ex-
dividend date has passed, certain dividends from foreign securities are
recorded as soon as the Fund is informed of the ex-dividend date. Interest
income (including amortization of discount) is recognized on the accrual
basis. Realized gains and losses on security transactions are determined on
the identified cost basis.

(h) Deferred organization expenses and prepaid registration fees--Deferred
organization expenses are charged to expense on a straight-line basis over
a five-year period. Prepaid registration fees are charged to expense as the
related shares are issued.

(i) Dividends and distributions--Dividends and distributions paid by the
Fund are recorded on the ex-dividend dates.
<PAGE>
2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Merrill
Lynch Asset Management ("MLAM"). MLAM is the name under which Merrill Lynch
Investment Management, Inc. ("MLIM") does business. MLIM is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc. The Fund has also
entered into Distribution Agreements and a Distribution Plan with Merrill
Lynch Funds Distributor, Inc. ("MLFD" or "Distributor"), a wholly-owned
subsidiary of MLIM.

MLAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such services,
the Fund pays a monthly fee of 0.75%, on an annual basis, of the average
daily value of the Fund's net assets. MLAM has entered into a Sub-Advisory
Agreement with Merrill Lynch Asset Management U.K., Ltd. ("MLAM U.K."),
an affiliate of MLAM, pursuant to which MLAM pays MLAM U.K. a fee in an
amount to be determined from time to time by the Investment Adviser and
MLAM U.K. but in no event in excess of the amount that the Investment
Advisor actually receives. For the period July 30, 1993 to November 30,
1993, MLAM paid MLAM U.K. a fee of $86,994 pursuant to such Agreement.
Certain of the states in which the shares of the Fund are qualified for
sale impose limitations on the expenses of the Fund. The most restrictive
annual expense limitation requires that the Investment Adviser reimburse
the Fund to the extent the Fund's expenses (excluding interest, taxes,
distribution fees, brokerage fees and commissions, and extraordinary items)
exceed 2.5% of the Fund's first $30 million of average daily net assets,
2.0% of the next $70 million of average daily net assets, and 1.5% of the
average daily net assets in excess thereof. MLAM's obligation to reimburse
the Fund is limited to the amount of the management fee. No fee payment
will be made to MLAM during any fiscal year which will cause such expenses
to exceed the most restrictive expense limitation at the time of such
payment.

Effective January 1, 1994, the investment advisory business of MLAM
reorganized from a corporation to a limited partnership. The general
partner of MLAM is Princeton Services, Inc., an indirect wholly-owned
subsidary of Merrill Lynch & Co.
<PAGE>
The Fund has adopted separate Plans of Distribution (the "Distribution
Plans") for Class A and Class B Shares pursuant to Rule 12b-1 under the
Investment Company Act of 1940 pursuant to which MLFD receives from the
Fund at the end of each month (a) an account maintenance fee, at an annual
rate of 0.25% of the average daily net assets of the Fund's Class A Shares
in order to compensate the Distributor and Merrill Lynch (pursuant to a sub
agreement) in connection with account maintenance activities, and (b) an
account maintenance fee and a distribution fee at the annual rates of 0.25%
and 0.75%, respectively, of the average daily net assets of the Fund's
Class B Shares in order to compensate the Distributor and Merrill Lynch
(pursuant to a sub-agreement) for the services it provides and the expenses
borne by the Distributor under the Distribution Agreement. As authorized by
the Distribution Plans, the Distributor has entered into an agreement with
Merrill Lynch, Pierce, Fenner & Smith Inc. ("MLPF&S"), an affiliate of MLAM,
which provides for the compensation of MLPF&S in connection with account
maintenance activities for Class A Shares and for providing distribution-
related services to the Fund for Class B Shares. For the period ended
November 30, 1993, MLFD earned $71,666 and $926,816 for Class A and Class B
Shares, respectively, under the Distribution Plans, all of which was paid
to MLPF&S pursuant to the agreement.

For the period ended November 30, 1993, MLFD earned underwriting discounts
of $119,814, and MLPF&S earned dealer concessions of $2,693,159, on sales
of the Fund's Class A Shares.

MLPF&S also received contingent deferred sales charges of $42,743 relating
to transactions in Class B Shares and $75,217 in commissions on the
execution of portfolio security transactions for the Fund during the period.

Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of Merrill
Lynch & Co., Inc., is the Fund's transfer agent.

Accounting services are provided to the Fund by MLAM at cost.

3. Investments:
Purchases and sales of investments, excluding short-term
securities, for the period from July 30, 1993 (commencement of
operations) to November 30, 1993 were $499,746,952 and
$39,569,757, respectively.
<PAGE>
Net realized and unrealized gains (losses) as of November 30,
1993 were as follows:
                                         Realized        Unrealized
                                      Gains (Losses)   Gains (Losses)

Long-term investments                  $    131,077    $  2,194,805
Short-term investments                        1,124            (892)
Foreign currency transactions              (553,658)        (16,540)
Options written                                  --        (179,660)
Options purchased                           (40,950)       (364,970)
Forward foreign exchange contracts        2,980,708       1,395,792
Stock index futures contracts                    --         105,892
                                       ------------    ------------
Total                                  $  2,518,301    $  3,134,427
                                       ============    ============

Transactions in put options purchased for the period ended
November 30, 1993 were as follows:

                                        Par Value     Premiums Paid

Outstanding put options purchased
  at beginning of period                         --              --
Options purchased                      $ 91,000,000    $    589,950
Options expired                         (13,000,000)        (40,950)
                                       ------------    ------------
Outstanding put options purchased
  at end of period                     $ 78,000,000    $    549,000
                                       ============    ============

Transactions in call options written for the period ended November
30, 1993 were as follows:

                                         Par Value
                                         Covered by      Premiums
                                      Written Options    Received

Outstanding call options written
  at beginning of period                         --              --
Options written                        $ 63,000,000    $    425,750
                                       ------------    ------------
Outstanding call options written
  at end of period                     $ 63,000,000    $    425,750
                                       ============    ============

As of November 30, 1993, net unrealized appreciation for Federal
income tax purposes aggregated $2,193,913, of which $26,215,519
related to appreciated securities and $24,012,606 related to
depreciated securities. At November 30, 1993, the aggregate cost
of investments for Federal income tax purposes was $509,581,284.
<PAGE>
4. Beneficial Interest Transactions:
Net increase in net assets derived from beneficial interest
transactions was $504,660,930 for the period ended November 30,
1993.

Transactions in shares of beneficial interest for Class A and
Class B Shares were as follows:

Class A Shares for the Period                               Dollar
July 30, 1993++ to November 30, 1993         Shares         Amount

Shares sold                                12,235,764    $124,392,649
Shares redeemed                            (1,435,635)    (14,651,914)
                                         ------------    ------------
Net increase                               10,800,129    $109,740,735
                                         ============    ============

[FN]
++Prior to July 30, 1993 (commencement of operations), the Fund
issued 5,000 shares to MLAM for $50,000.

Class B Shares for the Period                               Dollar
July 30, 1993++ to November 30, 1993         Shares         Amount

Shares sold                                39,776,122    $405,677,927
Shares redeemed                            (1,053,193)    (10,757,732)
                                         ------------    ------------
Net increase                               38,722,929    $394,920,195
                                         ============    ============

[FN]
++Prior to July 30, 1993 (commencement of operations), the Fund
issued 5,000 shares to MLAM for $50,000.

5. Commitments:
At November 30, 1993, the Fund had entered into forward foreign
exchange contracts under which it had agreed to purchase and
sell various foreign currency with an approximate value of
$1,055,000 and $89,000, respectively.

<PAGE>
PORTFOLIO INFORMATION

Worldwide Investments as A Percentage
of Net Assets as of November 30, 1993

                                 Percent of
Asset Mix                        Net Assets

Europe (Ex United Kingdom)         32.8%
Japan                              22.9
Pacific Basin (Ex Japan)           14.7
United Kingdom                     12.5
Other Emerging Markets              7.4
Cash                                9.7

                                 Percent of
Country Breakdown*               Net Assets

Japan                              22.9%
United Kingdom                     12.5
Hong Kong                           8.5
Germany                             7.2
Switzerland                         7.1
Mexico                              6.1
Netherlands                         5.4
France                              3.5
Australia                           3.1
Spain                               2.3

                                 Percent of
Ten Largest Industries           Net Assets

Insurance                          10.5%
Banking                             9.0
Telecommunications                  5.8
Electrical Equipment                4.6
Beverages                           3.9
Health & Personal Care              3.1
Chemicals                           3.0
Automobiles                         2.9
Diversified                         2.7
Building & Construction             2.7

[FN]
*Percent of net assets may not equal 100%.
<PAGE>
OFFICERS AND TRUSTEES

Arthur Zeikel, President and Trustee
Donald Cecil, Trustee
Edward H. Meyer, Trustee
Charles C. Reilly, Trustee
Richard R. West, Trustee
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Senior Vice President
Donald C. Burke, Vice President
Gerald M. Richard, Treasurer
Michael J. Hennewinkel, Secretary

Custodian
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484

Merrill Lynch International Equity Fund Management Team

Andrew John Bascand--Senior Portfolio Manager/Asset Allocator. As
the Fund's Asset Allocator, Mr. Bascand is primarily responsible
for determining the allocation of the Fund's assets among equity
markets in Europe, Latin America and the Pacific Basin.

Adrian Holmes--Co-Portfolio Manager--European Investments. Mr.
Holmes is primarily responsible for the Fund's European
investments.

Grace Pineda--Co-Portfolio Manager--Emerging Markets Investments.
Ms. Pineda is primarily responsible for investments in emerging
markets in Europe, Asia and Latin America.

Stephen I. Silverman--Co-Portfolio Manager--Pacific Basin
Investments. Mr. Silverman is primarily responsible for the
Fund's Pacific Basin investments.
<PAGE>
APPENDIX:  Item 1.  International Stock Market Performance

A bar graph depicting the total returns in US Dollars* of the
Fund's top ten country positions for the four-month period ended
November 30, 1993.

Japan              -19.0%
France              +4.8%
Australia           +7.7%
United Kingdom      +9.0%
Spain              +12.3%
Holland            +14.0%
Switzerland        +16.5%
Germany            +16.6%
Mexico             +29.7%
Hong Kong          +34.6%




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